NYC Bar Expired

Intermediate Concepts in Drafting Contracts


For any practitioner who is wishing to further develop their legal drafting skills, this course is a must. Designed to convey fundamental, but often unconsidered, principles, this course will assist both newly admitted and seasoned attorneys with drafting, analyzing, and interpreting contracts. Unlike many other contract-drafting courses, this program focuses on the manner in which concepts are expressed in a contract, rather than the substance of any provision or contract in particular.

The presenter of this course covers a myriad of topics, including a recap of basic concepts; conditional language; language of exception and subordination; the concept of "deemed"; references to time; ambiguities associated with "and", "or", and "and/or"; drafting formulas; attachments to contracts; and legal archaisms, while providing excellent examples to support each topic presented.


I. Contract Drafting Concepts
    A. What's Going to Be Covered
    B. Layout of a Contract
    C. Contract Drafting Language
        1. Language of Performance and Obligation
        2. Language of Discretion
        3. Language of Declaration
        4. Language of Policy
II. Advanced Concepts
    A. Conditional Language
        1. The "If...Then" Statements
        2. Thou Shall Not Use "Shall"
        3. Use of "Provided" and "Subject To"
        4. Localized Exceptions
        5. Trumping Language
        6. Localized Exceptions vs. Broad Exceptions
        7. Potential Ambiguities
        8. The Concept of "Deemed"
        9. Examples to Reinforce
    B. References to Time
        1. Are You Sure You Are Being Clear on the Time?
        2. More Trouble With Time Periods
    C. And, Or, And/Or
        1. Ambiguities Abound
        2. "And"
        3. "Or" Can Be Trickier
        4. Distributive Ambiguity of "Or"
        5. "And/Or"
     D. Use of Formulas in Contracts
        1. Expressed in Words
        2. Tips for Conveying Formulas Accurately
        3. Use of Enumerated Clauses and Defined Terms
    E. Attachments to Contracts
        1. Referencing of Attachments
        2. In M&A Contracts
     F. Modifiers
        1. Preceding and Trailing
        2. Opening Clauses, Closing Clauses, and "In Each Case"
        3. The Birth of a Guide to Contract Interpretation
     G. What Is the Intent of the Party?
        1. How Do You Determine That?
        2. The Four Corners Rule
     H. Contract Interpretation Toolkit
        1. Is the Language Clear On Its Face?
        2. Canons of Construction
     I. Now What?
     J. Summary of Advanced Concepts
     K. Yield Contracts and Legal Archaisms

Content Provided



The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.


Speaker / Author:

Photo of Vincent R. Martorana

Vincent R. Martorana
Reed Smith LLP

Vincent Martorana is counsel in the Corporate & Securities Group with Reed Smith LLP’s New York office. His practice includes the representation of clients in domestic and cross-border mergers, stock and asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructurings, private equity investments, and securities offerings. He also regularly provides advice on corporate governance and state laws governing business entities (including Delaware and New York corporate, partnership, and limited liability company law). Mr. Martorana has represented a wide range of clients—from start-up and early-stage companies to well-established enterprises—in various industries, including technology, healthcare, pharmaceutical products, consumer products, and energy.

Mr. Martorana has extensive experience providing advice on contract drafting, analysis, and interpretation relating to disputes, settlements, and negotiated transactions. He has presented his continuing legal education contract-drafting courses for in-house legal departments and at various other venues, including Practising Law Institute, Strafford Webinars, The Business Development Academy, the National Academy of Continuing Legal Education, Commercial Law WebAdvisor, the American Bar Association, the New York State Bar Association, the New York City Bar Association, the New York County Lawyers Association, the Brooklyn Bar Association, the Suffolk County Bar Association, and the Westchester County Bar Association.

He is the author of Drafting Points, a blog that is dedicated to contract-drafting issues. He has also written several articles on contract drafting and interpretation and is the co-author of the Reed Smith LLP white paper A Guide to Contract Interpretation (February 2013).

Mr. Martorana received his J.D. in 2002 from University of Chicago Law School, and his B.S., magna cum laude, in 1999 from University of Pennsylvania, Wharton School.

Price (USD)

Standard Rate: $272.00

Course Code : 773152

Length : 2hr 29min
Recorded Date : 6/12/2013

Format Type : eLearning

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